ICLEI (LOCAL GOVERNMENT FOR SUSTAINABILITY USA) -2012

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Conditions Other insurance (continued) • General Liability D. that is insurance: • 1. provided to you by any person or organization working under contract or agreement for you; or 2. under which you are included as an insured; or E. that is insurance under any Property section of this policy. When this insurance is excess, we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such Insured against such snit. If no other insurer defends, we will undertake to do so, but we will be entitled to the Insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of loss, if any, that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance; and of all deductible and self- insured amounts under all other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Df Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by Limits. Under this method, each insures share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. Premium Audit We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with the Estimated Premiums section of the Premium Summary, premiums shown with an asterisk ( *) are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Summary, premiums may be designated as estimated premiums elsewhere in this policy. In that case, these premiums will also be subject to audit, and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. Separation Of Insureds Except with respect to the Limits Of Insurance, and any rights or duties specifically assigned in this insurance to the first named Insured, this insurance applies; • as if each named insured were the only named insured; and • separately to cacti insured against whom claim is made or salt is brought. Liability insurance Form 80-02 -2000 (Rev. 4-01) Contract Page 23 of 32